EXHIBIT 14
TUBE TURNS TECHNOLOGIES, INC.
PROFIT SHARING BONUS PLAN
1999 FISCAL YEAR
1. Establishment of Plan.
Sypris Solutions Inc., a Delaware corporation ("Sypris"), established this
profit sharing bonus plan effective as of January 2, 1999 (the "Plan"), to
provide a financial incentive for the employees of Tube Turns Technologies,
Inc., a wholly-owned subsidiary and a Kentucky corporation (the "Company"), to
advance the growth and prosperity of Sypris and the Company.
2. Eligibility.
All full-time employees of the Company shall be eligible to participate in
the Plan, other than those employees who are specifically included in another
incentive bonus and/or profit sharing plan of the Company in lieu of
participation in this Plan.
3. Profit Sharing Pool.
(a) Award amounts will be based on a Profit Sharing Pool that shall be
comprised of (i) five percent (5%) of the Profit Before Bonus and Taxes of the
Company for the previous fiscal year and (ii) thirty percent (30%) of the
increase in Profit Before Bonus and Taxes of the Company for the current fiscal
year from the previous fiscal year, as reported on the financial statements of
the Company. No award shall be granted should the Profit Before Bonus and Taxes
of the Company for the current fiscal year decline from that of the previous
fiscal year.
(b) The sum of the face amount of all accounts receivable which have not
been collected within ninety (90) days of the date of invoice and which have not
otherwise been reserved for on the Company's balance sheet as of December 31,
1999, shall be deducted from the Profit Sharing Pool and classified as a
"Delayed Bonus Payment." If an invoice is determined to be uncollectable and is
subsequently written-off, the amount of the Delayed Bonus Payment will be
reduced accordingly.
(c) The Profit Sharing Pool and the Delayed Bonus Payment shall be
divided into two award levels, with thirty-five percent (35%) of the Profit
Sharing Pool and the Delayed Bonus Payment set aside for award to Key Executives
(the "Key Executive Award") and sixty-five percent (65%) of the Profit Sharing
Pool and the Delayed Bonus Payment set aside for Key Employees (the "Key
Employee Award").
4. Key Executive Award.
(a) Eligibility. Key Executives shall be eligible employees of the
Company who are specifically designated by the Compensation Committee of the
Board of Directors of Sypris (the "Compensation Committee") for participation
during the current fiscal year. A list of the participants shall be attached to
a copy of this Plan and shall include each participant's name, salary, start
date (for purposes of the current fiscal year), maximum percentage share of the
Key Executive Award, and objectives for the year.
(b) Amount of Award. Each eligible Key Executive employee shall be
entitled to an amount equal to his or her maximum percentage share of the Key
Executive Award, subject to an adjustment and/or determination by the
Compensation Committee to reflect (i) the actual contribution of the employee to
the Company's performance and profitability during the course of the fiscal
year, (ii) the portion of the fiscal year employed, (iii) his or her performance
to goals, and (iv) the recommendation of the President and CEO of the
Company, subject to the cap on such award as provided herein and the provisions
of Sections 4(c), 8(a) and 8(b) below. The maximum amount payable to an eligible
Key Executive employee shall be equal to the lesser of his or her maximum
percentage share of the Key Executive Award or one hundred percent (100%) of the
eligible Key Executive employee's base salary.
(c) Time of Payment. Awards shall be payable to each eligible Key
Executive employee as soon as administratively practicable after release of the
audited annual financial statements of Sypris; provided, however, that the Plan
shall be in effect as of the date of payment and such employee shall be employed
by the Company as of the date of payment. No employee shall have any right to
payment of an award unless the Plan is in effect and the employee is employed by
the Company as of the date of payment.
(d) Delayed Bonus Payment. Distribution of the Delayed Bonus Payment will
be made to each eligible Key Executive employee when payment of all invoices
which created the Delayed Bonus Payment have been received and/or the amounts
have been written-off by the Company; provided, however, that the Plan shall be
in effect as of the date of the payment and such employee shall be employed by
the Company as of the date of payment. No employee shall have any right to
payment of an award unless the Plan is in effect and the employee is employed by
the Company as of the date of payment.
5. Key Employee Award.
(a) Eligibility. Key Employees shall be eligible employees of the Company
who are specifically designated by the Compensation Committee for participation
during the current fiscal year. A list of the participants shall be attached to
a copy of this Plan and shall include each participant's name, salary, start
date (for purposes of the current fiscal year) and maximum percentage share of
the Key Employee Award.
(b) Amount of Award. Each eligible Key Employee shall be entitled to an
amount equal to his or her maximum percentage share of the Key Employee Award,
subject to an adjustment and/or determination by the Compensation Committee to
reflect (i) the actual contribution of the employee to the Company's performance
and profitability during the course of the fiscal year, (ii) the portion of the
fiscal year employed, and (iii) the recommendation of the President and CEO of
the Company, subject to the cap on such award as provided herein and the
provisions of Sections 5(c), 8(a) and 8(b) below. The maximum amount payable to
an eligible Key Employee shall be equal to the lesser of his or her maximum
percentage share of the Key Executive Award or one hundred percent (100%) of the
eligible Key Employee's base salary.
(c) Time of Payment. Awards shall be payable to each eligible Key Employee
as soon as administratively practicable after release of the audited annual
financial statements of Sypris; provided, however, that the Plan shall be in
effect as of the date of payment and such employee shall be employed by the
Company as of the date of payment. No employee shall have any right to payment
of an award unless the Plan is in effect and the employee is employed by the
Company as of the date of payment.
(d) Delayed Bonus Payment. Distribution of the Delayed Bonus Payment will
be made to each eligible employee when payment of all invoices which created the
Delayed Bonus Payment have been received and/or the amounts have been written-
off by the Company; provided, however, that the Plan shall be in effect as of
the date of payment and such employee shall be employed by the Company as of the
date of payment. No employee shall have any right to payment of an award unless
the Plan is in effect and the employee is employed by the Company as of the date
of payment.
6. Method of Payment.
Awards shall be payable by check in lump sum. All such payments shall be
subject to withholding for income, social security or other such payroll taxes
as may be appropriate.
7. Administration.
The Compensation Committee shall administer this Plan. The decisions of
the Compensation Committee in interpreting and applying the Plan shall be final.
8. Miscellaneous.
(a) Employment Rights. The adoption and maintenance of this Plan is not
an employment agreement between the Company and any employee. Nothing herein
contained shall be deemed to give any employee the right to be retained in the
employ of the Company nor to interfere with the right of the Company to
discharge any employee at any time.
(b) Amendment and Termination. The Company may, without the consent of
any employee or beneficiary, amend or terminate the Plan at any time and from
time-to-time.
(c) Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) Construction. The headings and subheadings of this Plan have been
inserted for convenience for reference only and are to be ignored in any
construction of the provisions hereof. The masculine shall be deemed to include
the feminine, the singular shall include the plural, and the plural shall
include the singular unless the context otherwise requires. The invalidity or
unenforceability of any provision hereunder shall not affect the validity or
enforceability of the balance hereof. This Plan represents the entire
undertaking by the Company concerning its subject matter and supersedes all
prior undertakings with respect thereto. No provision hereof may be waived or
discharged except by a written document approved by the Compensation Committee
and signed by a duly authorized representative of the Company.
SYPRIS SOLUTIONS INC. TUBE TURNS TECHNOLOGIES, INC.
/s/ Jeffrey T. Gill /s/ John M. Kramer
------------------- ------------------
President & CEO President & CEO
January 2,1999 January 2,1999
-------------- --------------
Date Date